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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 2)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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IMPACT SYSTEMS, INC.
(NAME OF SUBJECT COMPANY)
IMPACT SYSTEMS, INC.
(NAMES OF PERSON(S) FILING STATEMENT)
COMMON STOCK, NO PAR VALUE
(TITLE OF CLASS OF SECURITIES)
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452913 10 6
(CUSIP NUMBER OF CLASS OF SECURITIES)
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KENNETH P. OSTROW
PRESIDENT AND CHIEF EXECUTIVE OFFICER
IMPACT SYSTEMS, INC.
14600 WINCHESTER BOULEVARD
LOS GATOS, CALIFORNIA 95030
(408) 379-0910
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON
BEHALF OF THE PERSON(S) FILING STATEMENT)
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WITH COPIES TO:
ARTHUR F. SCHNEIDERMAN, ESQ.
BLAIR W. STEWART, JR., ESQ.
SELIM DAY, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
(650) 493-9300
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This Amendment No. 2 amends the Solicitation/ Recommendation Statement
on Schedule 14D-9 (as amended, the "Schedule 14D-9"), filed by Impact Systems,
Inc. (the "Company") relating to the tender offer by Voith Sulzer Paper
Technology North America Inc. ("Parent") and Voith Sulzer Acquisition Corp.
(the "Purchaser"), a wholly owned subsidiary of Parent, to purchase all of the
outstanding shares of Common Stock of the Company upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated December 18, 1997 (as
amended). Capitalized terms used and not otherwise defined herein have the
meanings ascribed to them in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
This section is hereby amended by addition of the following information
thereto:
At 12:00 midnight, New York City time, on January 20, 1998, the Offer
expired. Based on a preliminary count, the Company has been informed that
10,149,813 shares were tendered, of which 60,574 shares were tendered by
guaranteed delivery. On January 21, 1998, effective as of 12:01 a.m., all shares
of Common Stock validly tendered and not withdrawn prior to the expiration of
the Offer were accepted for payment. As a result, Voith Sulzer Acquisition Corp.
has acquired approximately 93.4% of the outstanding shares of the Company's
Common Stock. A copy of the press release announcing the expiration of the
Offer and the acceptance for payment of validly tendered shares of Common
Stock is attached hereto as Exhibit 12 and is incorporated herein by refernce.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
This section is hereby amended by addition of the following additional
exhibit:
Exhibit 12 -- Press Release, dated January 21, 1998, issued by Voith
Sulzer Paper Technology North America Inc.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
By: /s/ Kenneth P. Ostrow
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Kenneth P. Ostrow
President and Chief Executive Officer
Dated: January 28, 1998
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
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<S> <C>
12 Press Release, dated January 21, 1998, issued by
Voith Sulzer Paper Technology North America Inc.
</TABLE>
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EXHIBIT 12
Contact: Paul M. Bouthilet
Chief Financial Officer
Voith Sulzer Paper Technology
North America Inc.
2200 N. Roemer Road
Appleton, Wisconsin 54911
(920) 731-7724
PRESS RELEASE
VOITH SULZER ACQUIRES 93% OF IMPACT SYSTEMS, INC. IN CASH TENDER OFFER
APPLETON, WISCONSIN, January 21, 1998. Voith Sulzer Paper Technology
North America Inc. today announced that its wholly owned subsidiary, Voith
Sulzer Acquisition Corp., has accepted for payment and made arrangements to pay
for approximately 93% of the outstanding shares of common stock of Impact
Systems, Inc. (OTC: MPAC) at a price of $2.75 per share.
Voith Sulzer's tender offer for all of the outstanding shares of Impact
common stock at $2.75 per share expired at midnight, New York City time, on
January 20, 1998. Based on a preliminary count, 10,149,813 shares were tendered
(including 60,574 shares tendered by guaranteed delivery) and have been accepted
for payment in accordance with the terms of the offer.
"With the successful completion of the tender offer, we can begin to
capitalize on our enhanced capability to offer superior and integrated
technology solutions to our customers in the paper industry worldwide," said Mr.
Hans Muller, CEO of Voith Sulzer. "We are extremely pleased that this
transaction has been highly welcomed by customers, suppliers and the Impact
organization," he added.
As soon as practicable, Voith Sulzer Acquisition Corp. will merge with and
into Impact and each share not previously purchased in the tender offer (other
than shares held by shareholders who exercise their dissenters' rights) will be
converted into the right to receive $2.75 in cash.
Voith Sulzer Paper Technology North America Inc., a paper technology
company specializing in stock preparation, paper machinery and finishing, is a
subsidiary of Voith Sulzer Papiertechnik GmbH & Co. KG, which is a leading
worldwide supplier of technology and equipment to the paper industry. Based in
Heidenheim, Germany, Voith Sulzer Papiertechnik GmbH & Co. KG is a majority
owned subsidiary of J.M. Voith AG, a privately held international technology
corporation active in the fields of paper technology, power generation equipment
and power transmission.
Impact Systems, Inc. is headquartered is Los Gatos, California, and
develops, manufactures, sells and services computer based actuator, measurement
and control systems to reduce variations which occur in the production of all
major types of paper. Impact's products enable paper manufacturers to improve
paper quality, increase production and reduce waste, energy consumption and raw
material cost.
